EX-10.10.11





 Exhibit 10.10.11 

***Text Omitted and Filed Separately with the Securities and Exchange Commission 

Confidential Treatment Requested Under 

17 C.F.R. Sections 200.80(b)(4) and 230.406 

TENTH AMENDMENT TO THE CAPACITY PURCHASE AGREEMENT 

This Tenth Amendment (this “Amendment”) is entered into this 3rd day of May 2017, by and among United
Airlines, Inc., a Delaware corporation (“United”), Mesa Airlines, Inc., a Nevada corporation (“Contractor”) and Mesa Air Group, Inc., a Nevada Corporation (“Parent”) and is
effective as of January 01, 2017. 
 WHEREAS, United, Contractor and Parent are parties to that certain Capacity
Purchase Agreement, dated as of August 29, 2013 (as previously amended by the parties thereto, the “Agreement”) (Capitalized terms not otherwise defined herein will have the same meanings as those contained in the
Agreement.); 
 WHEREAS, the parties wish to amend the Agreement to address the circumstances and terms related to
Section 3.6(b) (iii),Section 4.20, and Schedule 2, Table 1 and Table 1A. 
 NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants and obligations hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Agreement
as follows: 
  

	 	1.	 Capitalized terms not otherwise defined herein will have the meanings ascribed to them under the Agreement.



  

	 	2.	 Article III is hereby amended to add a new subsection 3.6(b)(iii) (A) (17) “Mexico Regulatory
Rendered Services for on-call maintenance services under any maintenance agreement” 


  

	 	2.	 Section 4.20 (a) is deleted in its entirety and replaced with the following; 



(a) Early Brake Provision. 

For all Scheduled Flight departures of Covered Aircraft operated by Contractor under this Agreement, no more than [***] will
be permitted to elapse between the brake release and the call to push (any such period, regardless of whether such period is greater or less than [***] in length, a “EBR Period” and such [***] timeframe, the “EBR
Goal”). United, or its representatives, will periodically measure (with a minimum sample of thirty (30) measurements) Contractor’s EBR Periods and will provide reports detailing the observed EBR Periods; provided that the
process of conducting such measurement may be altered at any time and from time to time by United in its sole discretion. If, in any given calendar month, Contractor’s average observed EBR Period for Scheduled Flight departures is greater than
the EBR Goal, United shall provide Contractor with written notice that Contractor has not met the EBR Goal, following which Contractor shall have a thirty (30) day period (such thirty (30) day period, the “ERR Cure
Period”) during which to reduce its average EBR Period to an observed average EBR Period less than or equivalent to the EBR Goal. If Contractor has not reduced its average EBR Period to an observed average EBR Period that is less than or
equivalent to the EBR Goal as of the end of the EBR Cure Period, then Contractor shall owe a payment (the “EBR Payment”) to United equal to the product of (x) the 












 
excess of the observed average EBR Period during the EBR Cure Period over [***], multiplied by (y) the number of completed Contractor’s Scheduled Flight departures of Covered Aircraft
during such EBR Cure Period, multiplied by (z) one-sixtieth of the block hour rate set forth on Schedule 2A or Schedule 2B, as the case may be. The EBR Payment will be made by Contractor to
United as provided in Section 3.6(c)(ii). Contractor’s average EBR Period shall be continuously tested in successive EBR Cure Periods and Contractor shall pay the applicable EBR Payment with respect w each such EBR
Cure Period, until Contractor meets the EBR Goal with respect to a EBR Cure Period. For purposes of clarity, an example of the calculation of an observed average EBR Period and a EBR Payment arc provided below. 

 

																			
	 Example September EBR

Performance Observation
	  	 Actual Brake

Release
	  	Observed 
Time 	  	Difference
between Call
and Actual
Brake Release
	CARR 	  	FLIGHT 	  	DATE 	  	ORIG 	  	DEST 	  	SCHED 	  	 EST/ 

ACT 
	  	PLAN E 	  	CALL
FOR
PUSH	  	ELAPSED
TIME
	UA	  	9999	  	1-Sep	  	DEN	  	CVG	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	1-Sep	  	ORD	  	DAY	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	2-Sep	  	ORD	  	PWM	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	2-Sep	  	ORD	  	MDT	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	2-Sep	  	ORD	  	SYR	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	3-Sep	  	DEN	  	DTW	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	3-Sep	  	DEN	  	DTW	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	5-Sep	  	DEN	  	DTW	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	5-Sep	  	DEN	  	STL	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	5-Sep	  	DEN	  	STL	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	6-Sep	  	DEN	  	SAT	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	6-Sep	  	DEN	  	MCI	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	6-Sep	  	DEN	  	DTW	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]














																			
	 Example September EBR

Performance Observation
	  	 Actual Brake

Release
	  	Observed 
Time 	  	Difference
between Call
and Actual
Brake Release
	CARR 	  	FLIGHT 	  	DATE 	  	ORIG 	  	DEST 	  	SCHED 	  	 EST/ 

ACT 
	  	PLAN E 	  	CALL 
FOR 
PUSH 	  	ELAPSED
TIME
	UA	  	9999	  	7-Sep	  	ORD	  	GSO	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	7-Sep	  	ORD	  	DAY	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	8-Sep	  	DEN	  	SAT	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	8-Sep	  	ORD	  	MDT	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	9-Sep	  	ORD	  	PWM	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	12-Sep	  	DEN	  	STL	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	13-Sep	  	ORD	  	DTW	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	14-Sep	  	ORD	  	DTW	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	18-Sep	  	ORD	  	DAY	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	18-Sep	  	ORD	  	DTW	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	23-Sep	  	DEN	  	DTW	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	23-Sep	  	ORD	  	MDT	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	29-Sep	  	DEN	  	DTW	  	[***]	  	[***]	  	N9999 XX`	  	[***]	  	[***]
	UA	  	9999	  	29-Sep	  	ORD	  	PVD	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	30-Sep	  	ORD	  	GSO	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]
	UA	  	9999	  	30-Sep	  	DEN	  	AUS	  	[***]	  	[***]	  	N9999 XX	  	[***]	  	[***]














					
	  

SAMPLE MEASUREMENT (for illustrative purposes only)

 

	Category	  	Value	  	Source/Formula
	 Total Carrier Departures in September
	  	 [***]
	  	From flight statistics
	 Total Observations Completed
	  	 [***]
	  	See table above
	 Total Observed Flights with EBR
> [***]
	  	 [***]
	  	See table above
	 Fraction of Observations with EBR > [***]
	  	 [***]
	  	= Total Observed Flights with EBR > [***]/ Total Observations Completed
	 Total EBR Departures
	  	 [***]
	  	= Total Carrier Departures in September x Fraction of Observations with EBR > [***]
	 Average EBR Period
	  	 [***]
	  	Simple average calculated from table above
	 Rate Block Minute
	  	 [***]
	  	= (Block hour rate on Schedule 2B)/60
	 EBR Payment Due United
	  	 [***]
	  	= Total EBR Departures x (Average EBR Period — EBR Goal) x (Rate Block Minute)

  

	 	3.	 Section 4.20 (b)(ii)(B) is deleted in its entirety and replaced with the following;



 “The time period goal for Modified EBR Periods (the “Modified EBR Coal”) shall
be [***]. 
  

	 	4.	 Table 1 and Table 1A of Schedule 2A are deleted in their entirety and replaced with the revised Table
1 and Table 1A of Schedule 2A attached hereto. 


  

	 	5.	 Exhibit A is amended by the addition of the following new definition; “Mexico Regulatory
Rendered Services” means 24 hour on call service personnel required for the performance of maintenance activities in Mexico in accordance (i) with local law or regulation and (ii) Contractors maintenance agreements.



 [SIGNATURE PAGE FOLLOWS] 












 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed in
duplicate (each of which duplicates are deemed to be an original) by their duly authorized representatives as of the date first set forth above. 
  

			
	 UNITED AIRLINES, INC.

	
	
By:                  
                                         
                 

	
	 Name: Brad Rich

	
	 Title: Senior Vice President United Express

	
	 MESA AIR GROUP, INC.

	
	
By:                  
                                         
                 

	
	 Name:

	
	 Title:

	
	 MESA AIRLINES, INC.

	
	
By:                  
                                         
                 

	
	 Name:

	
	 Title:















 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed in
duplicate (each of which duplicates are deemed to be an original) by their duly authorized representatives as of the date first set forth above. 
  

			
	 UNITED AIRLINES, INC.

	
	
By:                  
                                         
                 

	
	 Name:

	
	 Title:

	
	 MESA AIR GROUP, INC.

	
	
By:                  
                                         
                 

	
	 Name:

	
	 Title:

	
	 MESA AIRLINES, INC.

	
	
By:                  
                                         
                 

	
	 Name:

	
	 Title:















 Schedule 2A 

E175 Covered Aircraft Compensation for Carrier Controlled Costs 

The following Table 1 shall apply per corresponding year to United Owned E175 Covered Aircraft flown under this
Agreement when Contractor’s ORD United Express flying represents [***] or more of the Contractor’s entire United Express operation for United, including both E175 Covered Aircraft and CRJ Covered Aircraft, and shall become effective at the
Actual In-Service Date for each such United Owned E175 Covered Aircraft; provided, however, once an aircraft is in service then for the years subsequent to the year in which such aircraft entered service, as
identified below, the rates shown for each such subsequent year shall take effect as of June 1 of that year through the term for such aircraft (unless earlier terminated pursuant to the provisions of the Agreement): 

Table 1 – United Owned E175 Covered (ORD > 50%) 

 

													
	 Year
	  	 	 	Category	    	 	  	 	  	 	  	 
		  	 for each

block
 hour
	 	for each flight hour	    	for each Scheduled Flight departure	  	for interrupted trip expense	  	 per

aircraft
 per

month
	  	 per aircraft

per month AD

payment

pursuant to

Section

3.6(b)(iii)(A)(8)

	 	  	 	 	 	    	 	  	per passenger	  	 	  	 
	2014	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 June 1,

2015
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 Dec 1,

2015
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 June 1,

2016
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 Jan 1,

2017
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 June 1,

2017
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 June 1,

2018
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 June 1,

2019
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 June 1,

2020
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 June 1,

2021
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 June 1,

2022
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 June 1,

2023
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 June 1,

2024
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]















													
	 Year
	  	 	 	Category	  	 	  	 	  	 	  	 
		  	 for each

block
 hour
	 	for each flight hour	  	for each Scheduled Flight departure	  	 for

interrupted

trip expense
	  	 per

aircraft
 per

month
	  	 per aircraft

per month AD

payment

pursuant to

Section

3.6(b)(iii)(A)(8)

		  		 		  		  	per passenger	  		  	
	 June 1,

2025
	  	 [***]
	 	 [***]
	  	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 June 1,

2026
	  	 [***]
	 	 [***]
	  	 [***]
	  	 [***]
	  	 [***]
	  	 [***]


  

	 	(1)	 The rates included in this table do not include costs payable by United as Pass-Through Costs pursuant to
Section 3.6(b)(iii)(A) of the Agreement, specifically including: (i) non-expendable repair/replacement costs, (ii) engine maintenance, (iii) Airframe Heavy Maintenance,
(iv) landing gear maintenance, and (iv) APU maintenance. 



	 	(2)	 Aircraft Numbers 49 through and included 60 will be paid a fixed margin rate of [***] 



[***] _per aircraft, per month with no escalation due throughout the term 












 Effective as of September 20, 2014, the following Table 1A shall apply
per corresponding year to United Owned E175 Covered Aircraft flown under this Agreement when Contractor’s ORD United Express flying represents less than [***] of the Contractor’s entire United Express operation for United, including both
E175 Covered Aircraft and CRJ Covered Aircraft provided, however, once an aircraft is in service then for the years subsequent to the year in which such aircraft entered service, as identified below, the rates shown for each such subsequent year
shall take effect as of June 1 of that year through the term for such aircraft (unless earlier terminated pursuant to the provisions of the Agreement): 

Table 1A – United Owned E175 Covered (ORD > [***] 

 

													
	 Year
	  	 	 	Category	    	 	  	 	  	 	  	 
		  	 for each

block
 hour
	 	for each flight hour	    	for each Scheduled Flight departure	  	for interrupted trip expense	  	 per

aircraft
 per

month
	  	 per aircraft

per month AD

payment
 pursuant
to
 Section

3.6(b)(iii)(A)(8)

	 	  	 	 	 	    	 	  	per passenger	  	 	  	 
	 Sept 20,

2014
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 June 1,

2015
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 Dec 1,

2015
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 June 1,

2016
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 Jan 1,

2017
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 June 1,

2017
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 June 1,

2018
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 June 1,

2019
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 June 1,

2020
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 June 1,

2021
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 June 1,

2022
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 June 1,

2023
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	 June 1,

2024
	  	 [***]
	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]















															
	 Year
	  	 	 	 	 	Category	    	 	  	 	  	 	  	 
		  		 	 for each

block
 hour
	 	for each flight hour	    	for each Scheduled Flight departure	  	for interrupted trip expense	  	 per

aircraft
 per

month
	  	 per aircraft

per month AD

payment
 pursuant
to
 Section

3.6(b)(iii)(A)(8)

		  		 		 		    		  	per passenger	  		  	
	June 1, 2025	  		 	[***]	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	June 1, 2026	  		 	[***]	 	 [***]
	    	 [***]
	  	 [***]
	  	 [***]
	  	 [***]


  

	 	(1)	 The rates included in this table do not include costs payable by United as Pass-Through Costs pursuant to
Section 3.6(b)(iii)(A) of the Agreement, specifically including: (i) non-expendable repair/replacement costs, (ii) engine maintenance, (iii) Airframe Heavy Maintenance,
(iv) landing gear maintenance, and (iv) APU maintenance. 



	 	(2)	 Aircraft Numbers 49 through and included 60 will be paid a fixed margin rate of [***] 



[***] _per aircraft, per month with no escalation due throughout the term